Quadro Resources Gets Exchange Approval for an Option in the Interests of Metals Creek Resources and Benton Resources in the New Lead/Silver Property on the Great Northern Peninsula, Newfoundland
Vancouver, September 27, 2018. - Quadro Resources Ltd. (TSX- V: QRO) (“Quadro” or the “Company”), Metals Creek Resources Corp. (TSX-V: MEK) (Metals Creek) and Benton Resources Inc. (TSX-V: BEX) (Benton) are pleased to announce that they have received approval from the TSX Venture Exchange for an option agreement pursuant to which Quadro has acquired the option to earn the one-third interests held by each of MEK and BEX in the jointly staked (33.33% each) Conche Property (see news release dated June 25, 2018) on Newfoundland’s Great Northern Peninsula (the “Option”) (complete details of the option agreement are set out in the Company’s July 9, 2018 news release).
To exercise the Option Quadro is required to issue 1 million shares to each of MEK and BEX over an eighteen month period on the basis of 200,000 shares to each on receipt of regulatory approval for the Option, a further 300,000 shares to each within six months of receipt of regulatory approval and 500,000 shares to each within eighteen months of receiving regulatory approval. Upon exercise of the Option MEK and BEX will each retain a 1% NSR with the Company having the right to purchase 50% of the NSR’s for the payment of $500,000 to each of MEK and BEX.
MEK and BEX which are both insiders of Quadro and as such the transaction is a ”related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-
101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested parties, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the transaction nor the consideration to be provided to the interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction.
About Quadro Resources Ltd.– Quadro is a publicly traded mineral exploration company. It is led by an experienced and successful management team and is focused on exploring for gold in North America. Quadro has 27,427,094 shares outstanding. The Company’s shares trade on the TSX Venture Exchange under the symbol “QRO”. Quadro owns a 100% interest in the Staghorn property in Newfoundland and one-third of the Conche Property.
On behalf of the board of directors,
Quadro Resources Ltd.
“T. Barry Coughlin”
President and CEO
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release." The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.”
For more information on the Company, interested parties should review the Company's filings that are available at www.sedar.com.